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[TERMS AND CONDITIONS – SALE OF EQUIPMENT]1.Express Warranties Seller warrants to Buyer that the equipment and related services covered by this quotation (together referred to as "Goods") will be free from defects in material and workmanship for twelve (12) months from the date of shipment of the Goods to Buyer, or for such time period as provided elsewhere in a written quotation. Seller warrants to Buyer that the Goods will be basically as described in the quotation; however, Seller retains the right in its discretion to modify the composition, design, performance, color, and appearance of the Goods if, in its judgment, the modification is nonmaterial. Seller warrants that the Goods will comply in all material matters, within the limitations stated herein, to any plans and specifications furnished by Buyer and accepted by Seller in writing. The express warranties shall apply only if the Goods: are installed, tested, used, and maintained in conformity with normal industry practices and instructions furnished by Seller, if any; are used for the purpose for which Goods are designed; have not been subjected to misuse, negligence, or accident; and have not been altered or repaired by persons other than Seller in any respect which, in the judgment of Seller, adversely affects their condition or operation. There are no third-party beneficiaries to the express warranties and they are nonassignable. Any defect or nonconformity caused in whole or in part by the negligence of, or materials or information provided by, Buyer or its agents or contractors, is excluded from the express warranties. The express warranties apply only to Goods located in the United States or Canada unless this limitation is specifically modified in the quotation. This warranty excludes wear items, part touching details, standard purchased parts (motors, switches, pilot lights, etc.) and is voided if damage is caused by improper maintenance or incorrect use of the equipment.2.Disclaimer of Express WarrantiesThere are no express warranties other than those in the quotation, and any discussions as to performance and other matters not set forth in the quotation were for illustrative purposes only and do not constitute a warranty or representation.3.Limitation of Seller's LiabilitySeller will repair or replace, at its option, warranted Goods which are returned to Seller, freight prepaid, during the warranty period and which Seller determines are other than as warranted. As to warranted Goods which cannot be physically returned (e.g., services, permanent fixtures), Seller must receive a written notice of any claimed defect or nonconformity within the warranty period including the model number and serial number. Buyer has the obligation to inspect the Goods promptly on receipt. Repaired or replacement Goods will be delivered to Buyer freight prepaid. Instead of repairing or replacing Goods, Seller may elect to cancel the sale and refund all payments made thereon in full satisfaction of any claim of Buyer. Remedies for defective or nonconforming Goods are limited to their repair or replacement as described, whether or not they must be enforced by suit. The replacement or repair of Goods by Seller does not give rise to any new warranty except the warranty period provided for herein shall not include any period in which the defective or nonconforming Goods are in possession of Seller.4.Disclaimer of Implied WarrantiesSeller DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY THAT THE GOODS ARE FIT FOR ANY PARTICULAR PURPOSE. There are no warranties which extend beyond those express warranties contained herein.5.Safety and Environmental MattersSeller does not warrant the Goods will meet or comply with the requirements of any safety code or regulation of any state, municipality, or other jurisdiction unless otherwise set forth in the quotation. Seller disclaims any responsibility for the appropriateness and safety of any additions or modifications to the Goods, or to any system in which the Goods are used, unless a specific charge is set forth herein for "system safety engineering." This disclaimer is effective whether or not Seller has knowledge regarding the intended additions or modifications. Seller disclaims any responsibility for the appropriateness and safety of the environment in which the Goods are to be used, unless a specific charge is set forth herein for "environmental safety engineering." The disclaimers in this section are effective whether or not Buyer specifically accepts responsibility for safety and environmental matters.6.Consequential and Incidental DamagesIn the event of a breach, repudiation, or delay in performance for any reason by Seller, Seller shall not be liable for any consequential damages (except as to such rights that cannot be waived and they shall be subject to Seller's right to indemnification) nor for any incidental, exemplary, or similar damages. This limitation is effective whether or not Buyer must enforce its remedies by suit.7.Requirement of Cover and SuitIn the event of a breach or repudiation by Seller, Buyer will not be entitled to damages unless it effectuates reasonable cover whether by purchase from Seller under written protest or from a third party. Any action to enforce any obligation of Seller relating to the Goods must be brought within one (1) year from the earliest of the date of delivery and accrual of the action. This quotation and any resulting sale are governed by the laws of the state of ____________ and the Parties consent to the jurisdiction of the courts of ___________ to decide issues arising hereunder.8.Indemnification Buyer shall defend and indemnify Seller from any claims and expenses (including reasonable attorneys' fees), or portion thereof, arising out of Buyer's conduct or that of its transferees in relation to the Goods.9.Cancellation A purchase order placed on the basis of the quotation may be canceled by Buyer up to thirty (30) days prior to the estimated shipping date, provided that Buyer compensates Seller for all losses resulting from such cancellation, including all engineering and development costs, labor, and material costs already incurred as of the date of cancellation, and profit, within ten (10) days of receipt of a billing for such losses.______________________________________________SignatureDate_______________________________________________SignatureDate ................
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